Article / 1 Sep 2026
In this month’s update we:
The London Stock Exchange (LSE) has confirmed the implementation of the most significant package of AIM reforms for many years. The revised AIM Rules, which took effect on 5 August 2026, are designed to reduce the cost and complexity of joining AIM, make it easier for companies to raise capital and complete acquisitions, and attract more founder-led and international companies to AIM.
The reforms were overwhelmingly supported during the consultation process (which concluded on 2 July 2026) and have been implemented largely as proposed.
This article summarises the key changes for AIM companies.
Several practical changes have been made to the content of admission documents. Notably, the requirement for a working capital statement has been removed and replaced with new disclosure requirements. These include details about the applicant’s material capital resources and financial obligations; the proposed use of any admission proceeds; and the directors’ reasonable opinion on whether the company will need to raise further funds during the following 12 months.
To provide further flexibility, applicants may also incorporate information by reference into an admission document, provided the incorporated information remains available for a specified period. UK-incorporated AIM companies are now also permitted to use UK GAAP rather than IFRS, which may remove the need for a costly and complex IFRS conversion.
An AIM company conducting an equity fundraising may voluntarily ask the LSE for a temporary suspension of its shares – to be known as a Capital Access Window. This should enable the company to manage the fundraising process more closely.
There is no prescribed period for the Capital Access Window, but the LSE expects any suspension to be short. An AIM company’s obligations under the AIM Rules and UK Market Abuse Regulation (UK MAR) will continue during the trading suspension.
Companies may now join AIM with special voting shares carrying enhanced voting rights. These can allow a director, founder, or pre-IPO investor to retain greater control after admission.
The voting arrangements must be included in the company’s constitution and new special voting shares cannot be issued after admission. There is no compulsory expiry or “sunset” period for the enhanced rights.
The threshold at which a transaction becomes a substantial transaction under AIM Rule 12 has increased from 10% to 25% (in line with the UK Listing Rules). This should reduce the number of transactions requiring an announcement under that rule. The profits test no longer applies to substantial transactions but remains relevant to related party transactions (see below).
An acquisition exceeding 100% in a class test will no longer automatically be classified as a reverse takeover (under AIM Rule 14). It will only be treated as such if it results in a fundamental change to the company’s business, board, or voting control. Where a transaction exceeds 100% in a class test but does not result in a fundamental change, the company must consult the LSE through its nominated adviser (Nomad) if it does not intend to seek shareholder approval.
The definition of a “related party” has been narrowed by removing references to persons discharging managerial responsibilities. This aligns the AIM Rules more closely with the UK Listing Rules.
Additionally, the process for non-standard remuneration of directors has been simplified. A company’s Nomad no longer needs to provide a fair and reasonable opinion if it is satisfied that the contractual arrangements contain reasonable commercial protections for the company (such as good leaver/ bad leaver terms and provisions for clawback).
AIM companies no longer need to adopt a recognised corporate governance code (such as the QCA’s Corporate Governance Code) and explain any non-compliance. Instead, a company must disclose its approach to board composition, directors’ roles, remuneration structures, its risk and controls framework, and its approach to shareholder engagement.
This gives companies more flexibility to adopt arrangements suited to their size and stage of development, but recognised governance codes are likely to remain as useful benchmarks.
The AIM Designated Market route has been replaced by a new Express Market route, enabling companies from a wider range of jurisdictions (and those transferring from the Main Market) to join AIM using a proportionate and accelerated admission route. Depending on the market concerned and the securities being admitted, applicants may not be required to prepare an admission document under the Express Market route, or alternatively, they may be able to use a simplified admission document containing limited prescribed information.
The previous AIM Rule 11 requirement to disclose price-sensitive developments has been removed and the relevant guidance clarifies that UK MAR provides the general disclosure obligation for AIM companies.
The revised Rule 11 focuses on ensuring that companies have appropriate systems and controls to identify developments that may affect their business or prospects and that they engage appropriately with their Nomad to assess whether a development has “market impact”.
Associated changes to the AIM Rules for Nominated Advisers also took effect on 5 August 2026. Together with a new technical note, they clarify the due diligence and other work expected of Nomads at admission and on an ongoing basis and align their responsibilities with the revised AIM Rules.
These changes represent a pragmatic and long-awaited evolution of the AIM regime. By removing the procedural burden of the working capital statement and allowing more flexible governance and share structures, the reforms should help to make AIM a more attractive destination for global growth companies.
In Palmer & Anor v P1 Pit Stop Ltd & Ors [2026] EWHC 1924 (Ch) the High Court clarified its jurisdiction to rectify a register of members that had never actually existed.
This decision, which involved “mathematical errors” and “apparent factual mistakes” in public filings, provides a useful reminder of the legal distinction between a company’s statutory register of members and its filings at Companies House. When there are discrepancies between the two, the consequences can be costly.
Every company is required to keep a register of members. The register records the identity of the company’s members, the shares they hold and other prescribed details. Importantly, it is the register, rather than the information filed at Companies House, that provides the primary evidence of legal title to a company’s shares. Generally, a person whose name appears in the register of members is recognised by the company as the legal holder of the relevant shares and entitled to exercise the rights attached to them.
Section 125 of the Companies Act 2006 gives the court power to rectify a company’s register of members where the register omits information that it should contain or includes information that it is not required to contain. An application for rectification may be brought by an aggrieved person, a member of the company, or the company itself.
Traditionally, section 125 applications are used to rectify a register to resolve disputes about share ownership and membership. What makes the Palmer case unusual is that there was no register in existence, raising the novel question whether the court could “rectify” something that had never existed.
The case involved a dispute over shareholdings in P1 Pit Stop Limited (the Company). The Company had been incorporated in 2014 by John Palmer and Howard Forland and, despite filing various annual returns and confirmation statements over the years, it had never actually created or maintained a physical or digital register of members.
Mr Palmer and Magna Secretaries Limited (Magna) brought the claim. They sought a declaration and rectification of the Company’s register to show Mr Palmer as holding 75% of the Company, with 500 shares (50%) held by Magna on trust for him. The defendants, Mr Forland and his family, disputed this claim, arguing that Mr Palmer held only 24% of the Company and that the 2018 confirmation statement, which showed the Forland family holding 76% and Magna not holding any shares, was correct.
The first issue that the Court had to address was whether it had jurisdiction under section 125 to rectify a register that had never been written up. Deputy Judge Parfitt ruled that it did, noting that if the Court has the power to recreate a destroyed register (as confirmed in previous caselaw), it logically has the power to create one from scratch where none has ever existed and a company has completely ignored its statutory duties.
On the evidence, the Judge found that the Company had issued 500 shares and that the original agreement between Mr Palmer and Mr Forland was one of equality (50/50). There was no valid legal basis, such as a proper instrument of transfer, for the alleged 2018 dilution of Mr Palmer’s stake. There was also no evidence of a contract of allotment between the Company and Magna or of Magna having paid for any shares.
The Court ordered the rectification of the previously non-existent register to show 250 shares held by Mr Palmer, and 250 shares split between Mr Forland and his wife. Critically, the Court made its rectification order with retrospective effect, dating the entries back to 2014 and 2016 to reflect when the register should have been written up.
This case serves as a useful reminder that Companies House records are not conclusive evidence of legal title but should reflect the statutory register of members. The numerous mathematical errors and inconsistencies in the Company’s filings clearly demonstrated why an accurate register is essential.
Although the Court was concerned with a shareholder dispute rather than a corporate transaction, the wider implications are clear. Missing or incomplete ownership records can create uncertainty over voting rights, dividend entitlements, share transfers and the validity of corporate decisions. They can also generate significant delay and cost when a company is sold or restructured.
The judgment will provide reassurance where historic records have been lost or never maintained. The Court confirmed that section 125 is sufficiently flexible to enable a register to be created or reconstructed, even where no register previously existed. However, obtaining a court order is an expensive and time-consuming solution compared with maintaining accurate records in the first place.
The Court of Appeal’s decision in Glint Pay Ltd & Ors v Baker & Anor [2026] EWCA Civ 1023 is an important reminder that an out-of-court appointment of administrators may be open to challenge if the appointment power is exercised for an improper purpose.
Glint Pay Ltd was the holding company of a group operating a fintech business that enabled customers to buy, sell and spend gold through a mobile app and debit card. At the relevant time, the group was a start-up business but it was solvent on both a balance sheet and cash flow basis before the events leading to the administration.
The group had borrowed money under a secured loan. After the board rejected an offer by Niven Alpha Pte Ltd to acquire control of the group, Niven acquired the lender’s rights under the loan and the related security documents.
Niven subsequently requested information from the Glint companies under the debenture but Glint disputed that it was obliged to provide this. When the requested information was not forthcoming, Niven treated that failure as an event of default, accelerated the loan and treated the security as enforceable. As the holder of a qualifying floating charge, Niven then appointed administrators out of court.
The administration was short-lived. Glint obtained alternative funding and repaid the loan; Niven released its security; and the administrators were discharged. But, more than four years later, Glint brought proceedings against the former administrators. Glint alleged that the appointments were invalid because they had been procured solely to enable Niven to acquire the business through a pre-pack administration after its takeover proposal had been rejected. The companies sought compensation and damages on the basis that the administrators had never been validly appointed.
At first instance, the High Court struck out Glint’s claims.
The Judge concluded that the relevant information requests fell within the security documents, that Glint’s failure to comply constituted an event of default and that the security had therefore become enforceable. He also held that there was no arguable case, or no realistic prospect of Glint establishing, that the appointment was invalid by reason of improper purpose, and concluded that the companies’ claims should not proceed to trial.
The Court of Appeal reached a different conclusion on the improper purpose issue.
Although it agreed with the High Court that the information covenant had been breached and that an event of default had occurred, it held that Glint had a realistic prospect of establishing at trial that the appointment power had been exercised solely for an improper purpose.
The Court emphasised that powers conferred on a secured creditor are not unfettered. Drawing on equitable principles that apply to other enforcement powers, it held that an out-of-court appointment of administrators may be ineffective if the appointor’s sole purpose is an improper one.
Importantly, the Court distinguished between a creditor seeking repayment while also pursuing other commercial objectives, and a creditor acting solely to acquire the company’s business and assets through a pre-pack, with no genuine purpose of recovering the secured debt or pursuing a proper statutory administration objective. The latter allegation, if proved, could undermine the validity of the appointment.
The Court of Appeal therefore allowed the appeal against the strike-out and summary judgment of the improper purpose claim, so that the issue can proceed to trial. It did not decide that the administrators were invalidly appointed.
The decision does not mean that administrator appointments will routinely be set aside where a creditor has commercial motivations. Creditors commonly act with multiple objectives in mind.
However, the judgment confirms that a sole improper purpose is capable of making an out-of-court appointment ineffective. If a challenger can show that the appointor’s sole purpose was something other than a legitimate enforcement or statutory administration objective, the appointment may be vulnerable.
For directors, the case highlights the importance of documenting interactions with secured creditors and carefully reviewing the circumstances leading to an appointment. For lenders and insolvency practitioners, it underlines the need to ensure that any decision to appoint administrators can be justified by proper enforcement or statutory administration objectives, rather than by a purely collateral aim.
An out-of-court administration appointment will not be immune from challenge simply because the formal requirements have been met. The purpose behind the appointment may also matter.
First published in Accountancy Daily.
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